BOARD'S REPORT


To the Members,

Your Directors have pleasure in presenting the 34th Annual Report on the
affairs of the Company, together with the Audited Financial Statements, for the financial
year (‘FY') ended 31 March 2023.


FINANCIAL PERFORMANCE AND HIGHLIGHTS


The audited financial statements (standalone and consolidated) prepared by the Company,
in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual
Report of the Company. The highlights of financial performance (standalone and
consolidated) of the Company for the financial year ended 31 March 2023 are as under:


  

    

    

    

    

    
(Rs. in lacs)
  
  

    
Particulars
    
Standalone (FY)
    
Consolidated (FY)
  
  

    
1
    
2022-23
    
2021-22
    
2022-23
    
2021-22
  
  

    
Revenue from Operations and Other Income
    
53,652.70
    
59,080.56
    
2,71,854.15
    
2,77,427.11
  
  

    
Less: Operating Cost
    
42,194.83
    
46,894.01
    
2,49,128.72
    
2,47,106.07
  
  

    
Operating Profit / PBDIT
    
11,457.87
    
12,186.55
    
22,725.43
    
30,321.04
  
  

    
Less: Finance Cost
    
429.92
    
258.78
    
819.68
    
609.69
  
  

    
Less: Depreciation & Amortization Expenses
    
740.74
    
645.10
    
7,775.29
    
5,480.92
  
  

    
Profit Before Tax (PBT)
    
10,287.21
    
11,282.67
    
14,130.46
    
24,230.43
  
  

    
Exceptional Items
    
-
    
(56.22)
    
-
    
2,824.16
  
  

    
Profit After Exceptional items
    
10287.21
    
11,226.45
    
14,130.46
    
27,054.59
  
  

    
Less: Tax Expenses
    
297.03
    
(1,658.74)
    
3,616.69
    
3,343.43
  
  

    
Profit After Tax (PAT)
    
9,990.18
    
12,885.19
    
10,513.77
    
23,711.16
  
  

    
Other Comprehensive Income (Net of Tax)
    
(82.56)
    
72.45
    
4315.79
    
607.15
  
  

    
Total Comprehensive Income
    
9,907.62
    
12,957.64
    
14,829.56
    
24,318.31
  


A detailed discussion on financial and operational performance of the Company and
subsidiaries is given under "Management Discussion and Analysis Report" forming
part of this Report. There was no change in the nature of business of the Company during
the financial year ended 31 March 2023.


BUSINESS REVIEW


Vaibhav Global Limited (the Company) is a vertically integrated fashion retailer with
nearly four decades of industry experience. We are a global digital retailer of fashion
jewellery, gemstones, lifestyle products, home decor, beauty care, hair care, apparels and
accessories on TV and Digital platforms. We have a multi-channel presence across well
integrated platforms, comprising 24x7 proprietary TV homeshopping channels, OTA platforms,
e-commerce websites, mobile apps, OTT platforms, social media platforms and third-party
marketplaces. Our supply chain is spread over 30 countries, while our retail operations
are in the US, UK and Germany.

In an environment where sales channel boundaries are overlapping, our omni-channel
presence drives and deepens customer engagement and provides a significant growth
opportunity for the future. Our retail platforms provide us with direct access to ~141
million households, which are well served through our proprietary TV Channels, Websites,
OTT and digital platforms, including marketplaces, social media platforms and mobile apps.
We are expanding our customer funnel through continuous onboarding on new and prominent
transponders, OTT, OTA and other digital platforms. This establishes our ability to
attract a higher wallet share from our customers.

A major portion of up to 73% of our B2C revenue is dominated by fashion jewellery, with
lifestyle products contributing to the rest of our revenue. The share of lifestyle
products in total revenue is constantly growing, as we continue to enrich our product mix
with enhanced customer engagement. Our product assortment includes different lifestyle
products including home decor, beauty care, hair care, other fashion items and
accessories. We have established a strong reputation for superior customer value
proposition encompassing deep value, low-cost manufacturing, and quality products.

For more details on business overview and state of the company's affairs, please refer
‘Management Discussion and Analysis Report', which forms a part of the Board's
Report.


DIVIDEND


The Board of Directors of your company is pleased to recommend a final dividend of
Rs.1.50/- per equity share having face value of Rs.2/- each (@75%) for the financial year
2022-23 for the approval of shareholders at the ensuing 34th Annual General
Meeting (AGM). The dividend, if approved at 34th AGM, will be paid to those
members who will be the members of the Company on the book closure date i.e. 1 July 2023.

Apart from above, during the year 2022-23, the Board has declared and paid the
following interim dividends:


  

    
Particulars
    
Dividend per Share (')
    
Date of declaration
    
Dividend 
%
  
  

    
1st Interim Dividend
    
1.50
    
2 August 2022
    
75%
  
  

    
2nd Interim Dividend
    
1.50
    
27 October 2022
    
75%
  
  

    
3rd Interim Dividend
    
1.50
    
24 January 2023
    
75%
  


The dividend pay-out for FY 2022-23 would be Rs.98.92 crores including the proposed
final dividend. Considering the sense of shareholders' expectations and past dividend
history, the Board recommended/ declared dividends based on the parameters laid down in
the Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations') is available on the
Company's website at https:// www.vaibhavglobal.com/code-policies


TRANSFER TO RESERVE


The Board of Directors have decided to retain the entire amount of profits for FY
2022-23 in the profit and loss account and not to transfer any amount to the Reserves for
the year under review.


CHANGE IN CAPITAL STRUCTURE

a) Authorised Share Capital:


During the year under review, there has been no change in the authorised share capital
of the Company.


b) Issued, Subscribed and Paid-up Share Capital:


During the year under review, the Company has allotted 9,78,996 equity shares of Rs.2/-
each to eligible employees under Vaibhav Global Limited, Employee Stock Options Plan (As
Amended)-2006 and 43,001 equity shares of Rs.2/- each under Vaibhav Global Limited,
Restricted Stock Unit Plan-2019 through Vaibhav Global Employee Stock Option Welfare
Trust, in various tranches, pursuant to the exercise of Stock Options and Units
respectively. Consequently, the paid-up share capital of the Company has increased by
10,21,997 equity shares of Rs.2/- each during the year. As a result, the issued,
subscribed and paid-up share capital of the Company has increased from Rs.32,79,87,154
(divided into 16,39,93,577 equity shares of Rs.2/- each) to Rs.33,00,31,148 (divided into
16,50,15,574 equity shares of Rs.2/- each). The equity shares issued under abovesaid
employees benefit plans are ranked pari- passu with the existing equity shares of the
Company.

Further, the Company has not issued any share with differential voting rights and sweat
equity shares during the year under review.


EMPLOYEES BENEFIT PLAN(S)


a) Restricted Stock Unit Plan-2019: The Company has granted 5,79,055 stock units
convertible into equal number of equity shares of face value of Rs.2/- each to the
eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited,
Restricted Stock Unit Plan-2019' (hereinafter referred to as ‘RSU-2019') during the
year under review.

b) Management Stock Option Plan-2021: The Company has granted 25,374 stock options
convertible into equal number of equity shares of face value of Rs.2/- each to the
eligible employees of the Company and its subsidiaries under Vaibhav Global Limited,
Management Stock Option Plan-2021 (hereinafter referred to as ‘MSOP- 2021') during
the year under review.

c) Employees Stock Option Plan-2021: The Company has granted 1,21,970 stock options
convertible into equal number of equity shares of face value of Rs.2/- each to the
eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited,
Employee Stock Option Plan-2021' (hereinafter referred to as ‘ESOP-2021') during the
year under review.

d) Employee Stock Options Plan (As Amended)-2006: The Company has not granted any stock
option under ‘Vaibhav Global Limited, Employees Stock Options Plan (As Amended)-2006'
(hereinafter referred to as ‘ESOP- 2006') during the year under review.

All employees benefit plans of the Company i.e. RSU- 2019, MSOP-2021, ESOP-2021 and
ESOP-2006, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulation, 2021 and are administered by Vaibhav Global Employee Stock Option Welfare
Trust under the supervision of the Nomination, Remuneration and Compensation Committee of
the Board. The required details pertaining to said plans are available on the Company's
website: https://www.vaibhavglobal.com/esop. The Company issued and allotted equity shares
as per its various employees benefit plans and there was no instance wherein the Company
failed to implement any corporate action within the statutory time limit.

The Secretarial Auditors' certificate on the implementation of abovesaid plans in
accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021
will be made available to the members for inspection during the 34th AGM.


CREDIT RATING:


During the year under review, CARE has reaffirmed the Company's credit rating for
long-term/ short term bank facilities as CARE A; Stable / CARE A1 (Single A; Outlook:
Stable / A One), which denotes adequate degree of safety regarding timely servicing of
financial obligations and carry low credit risk. The rating on short-term bank facilities
was withdrawn by CARE as it was subsumed under long term facilities.

Further, ICRA has also reaffirmed the rating as "A" for long term (Fund
based) and A1 for short term (Non-fund based) bank facilities. The Outlook on the
long-term facilities is Stable. This rating indicates adequate degree of safety regarding
timely servicing of financial obligations and carry low credit risk.


HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:


Brett Enterprises Private Limited, holds 9,20,42,991 equity shares of Rs.2/- each,
representing 55.78% shareholding of the Company, is a holding Company of Vaibhav Global
Limited.


B. Subsidiary Companies:


The Company has following subsidiaries and stepdown subsidiaries:


Subsidiaries


a) VGL Retail Ventures Ltd., Mauritius, a 100% subsidiary of the Company, which in turn
holds 100% in Shop TJC Limited, UK.

b) STS Jewels Inc., USA, a 100% subsidiary ofthe Company, engaged in outsourcing
gemstones & jewellery products primarily for the group.

c) STS Global Supply Limited (formerly: STS Gems Limited), Hong Kong, a 100% subsidiary
ofthe Company, engaged in outsourcing jewellery and lifestyle products primarily for the
group, which in turn holds 100% in PT. STS Bali and STS (Guangzhou) Trading Limited.

d) STS Global Limited (formerly: STS Gems Thai Limited), Thailand, a 100% subsidiary of
the Company, engaged in outsourcing products for the group.

e) STS Global Limited (formerly: STS Gems Japan Limited), Japan, a 100% subsidiary of
the Company, engaged in outsourcing products for the group.

f) Shop LC GmbH, Germany a 100% subsidiary of the Company, engaged in sale and
marketing of fashion jewellery and lifestyle accessories through electronic media and
operates a dedicated TV shopping channel and internet shopping website (www.shoplc.de) in
the Germany.

g) Vaibhav Vistar Limited, a 100% subsidiary of the Company, deals in fashion jewellery
and lifestyle products.

h) Vaibhav Lifestyle Limited, a 100% subsidiary of the Company, engaged in
manufacturing and export of garments.

i) Encase Packaging Private Limited, a 60% subsidiary of the Company, engaged in the
business of manufacturing and dealing in packaging materials.


Step-down Subsidiaries


a) Shop TJC Limited, UK (formerly: The Jewellery Channel Ltd.), a wholly-owned
step-down subsidiary of the Company, engaged in the sale and marketing of fashion
jewellery and lifestyle accessories through electronic media and operates a dedicated 24x7
TV shopping channel and internet shopping website (www.tjc.co.uk) and also a mobile app in
the UK.

b) Shop LC Global Inc., USA (a 100% subsidiary of Shop TJC Limited, UK), a wholly-owned
step-down subsidiary of the Company, engaged in sale and marketing of fashion jewellery
and lifestyle accessories through electronic media and operates a dedicated 24x7 TV
shopping channel and internet shopping website (www.shoplc. com) and also a mobile app in
the US.

c) PT. STS Bali, Indonesia, a wholly-owned step-down subsidiary of the Company, engaged
in outsourcing products for the group.

d) STS (Guangzhou) Trading Limited, China, a wholly- owned stepdown subsidiary of the
Company, engaged in the business of import-export and trading of goods primarily for the
group.

There is no associate company within the meaning of Section 2(6) of the Companies Act,
2013 (hereinafter referred to as ‘the Act'). There is no company which has become or
ceased to be subsidiary and /or associate of the company during the financial year
2022-23. There have been no material changes in the nature of the business of the
subsidiaries during the year under review.


CONSOLIDATED FINANCIAL STATEMENTS


The consolidated financial statements of the Company and all the subsidiaries forms a
part of this Annual Report and have been prepared in accordance with Section 129(3) of the
Act. Pursuant to Section 136 of the Act, the financial statements for the financial year
ended 31 March 2023 in respect of each subsidiary are also available on the website of the
Company, i.e. www.vaibhavglobal.com. A copy of the said financial statements shall be
provided to shareholders upon request. A separate statement containing salient features of
the financial statements of Company's subsidiaries in prescribed format AOC-1 which also
provides details of the performance and financial position of each of the subsidiaries is
annexed as Annexure 1 to this report.


DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)


During the year under review, Mr. Nirmal Kumar Bardiya, NonExecutive Non-Independent
Director of the Company, has retired from the directorship at 33rd AGM of the
Company held on 2 August 2022. Mr. Santiago Roces and Mr. Harsh Bahadur have completed
their tenure as Independent Director on 27 July 2022 and 25 September 2022 respectively.
The Board placed on record their invaluable contribution and guidance to the Company/Board
during their tenure as board members.

Further, on the recommendation of Nomination, Remuneration and Compensation Committee,
the Board appointed Mr. Harsh Bahadur as an Additional Director under the category of
NonExecutive Non-Independent Director w.e.f. 26 September 2022, liable to retire by
rotation, which was subsequently approved/regularised by shareholders on 2 December 2022.
The Board also appointed Mr. Harsh Bahadur as NonExecutive Chairman of the Board w.e.f 26
September 2022.

The shareholders of the Company, at 33rd Annual General Meeting, has
approved (i) the re-appointment of Mrs. Sheela Agarwal as Non-Executive Non-Independent
Director of the Company, liable to retire by rotation (ii) the appointment of Ms.
Stephanie Renee Spong as Non-Executive Woman Independent Director on the Board for a
period of two years i.e. 6 September 2021 to 5 September 2023.

Pursuant to Section 152 of the Companies Act, 2013 (hereinafter referred to as
"the Act"), Mr. Pulak Chandan Prasad, Non-executive Director, who has been
longest in the office, is liable to retire by rotation at the ensuing 34th Annual
General Meeting. He is eligible for re-appointment and has offered himself for
re-appointment as Director of the Company. The Board recommended the same to the
shareholders of the Company for their approval.

On the recommendation of Nomination, Remuneration and Compensation Committee, the Board
of Directors, has approved the re-appointment of Ms. Stephanie Renee Spong as a
Non-Executive Woman Independent Director of the Company for the second term of five years
from 6 September 2023 to 5 September 2028 subject to the approval of shareholders of the
Company. In the opinion of the Board, she possesses adequate skill, knowledge, expertise,
integrity and experience as determined by the Company being a Board Member and she fulfil
the conditions of independence specified in the Act and the SEBI (LODR) Regulations and
that she is independent of the management. Keeping in view of above, the Board has
recommended her re-appointment as a Non-Executive Woman Independent Director of the
Company for the approval of shareholders in the ensuing 34th Annual General
Meeting.

During the year under review, Mr. Nitin Panwad was appointed as Group Chief Financial
Officer, being a KMP, in place of Mr. Vineet Ganeriwala w.e.f. 27 October 2022.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Agrawal, Managing
Director, Mr. Nitin Panwad, Group Chief Financial Officer and Mr. Sushil Sharma, Company
Secretary are the Key Managerial Personnel (KMP) of the Company as on 31 March 2023.


a) Board Evaluation and Remuneration Policy


Pursuant to the provisions of the Act, the Board has carried out an annual performance
evaluation of its own performance, board committees and of the directors individually
(including Independent Directors) as per the criteria defined in the Nomination and
Remuneration policy and expressed its satisfaction. The Independent Directors in their
separate meeting, have evaluated the performance of Non-Independent Directors and the
Board as a whole and Chairman ofthe Board. Furthermore, the Board is of the opinion that
all the directors, as well as the directors appointed / re-appointed during the year, are
persons of high repute, integrity & possess the relevant expertise, skill &
experience and qualification in their respective fields. The criteria of evaluation and
directors' skill/expertise etc. are described in the ‘Corporate Governance Report'
and forms a part of this Report. 

The Nomination and Remuneration Policy of the Company, containing selection and
remuneration criteria of directors, senior management personnel and performance evaluation
of Directors/Board/Committees/ Chairman, has been designed to keep pace with the dynamic
business environment and market-linked positioning. During the year, the Company has
updated Nomination and Remuneration policy to align it with the amendments under the SEBI
(LODR) Regulations. The amended Policy is available on the Company's website at
https://www.vaibhavglobal.com/code-policies. The detail of the remuneration paid to the
directors during the year is provided in the ‘Corporate Governance Report' and forms
a part of this Report.


b) Board Meetings


During the year, four (4) Board Meetings were convened and held, the details of which
are given in the ‘Corporate Governance Report', forms a part of this Report. The
maximum interval between any two meetings did not exceed 120 days as prescribed under the
Act.


c) Committees of the Board


Details of the committees, along with their composition, charters and meetings held
during the year, are provided in the ‘Corporate Governance Report', forms a part of
this Report. During the financial year 2022-23, the Board has accepted all the
recommendations of its committees.


d) Declaration by Independent Directors


All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act, and Regulation
16(1)(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to
independence have been received from all the Independent Directors and also received the
confirmation that they have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act. The terms and conditions for the appointment of the Independent
Directors are given on the website of the Company. The Board is of the opinion that
Independent Directors of the Company fulfil the conditions of independence specified in
the Act and the SEBI (LODR) Regulations and that they are independent of the management.


e) Board Diversity


The Company recognises and embraces the benefits of having a diverse Board of Directors
to enhance the quality of its performance. The Company considers increasing diversity at
Board level as an essential element in maintaining a competitive advantage in the complex
business that it operates. The identified key skills/expertise/competencies of the Board
and mapping with individual director are provided in the ‘Corporate Governance
Report', forms a part of this Report.


f) Board Policies/Codes


The Company has duly framed policies and codes which are required under the Act, SEBI
(LODR) Regulations and other Laws/Rules/Regulations as applicable on the Company. The
policies/codes as required to disclose on the website of the Company are available at
https://www. vaibhavglobal.com/code-policies. The link of all policies is provided in the
‘Corporate Governance Report', forms a part of this Report.


CORPORATE SOCIAL RESPONSIBILITY (CSR)


Pursuant to Section 135 of the Act, the Board of Directors has constituted a Corporate
Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate
Social Responsibility (CSR) policy, which shall indicate the activities to be undertaken
by the Company, as specified in Schedule VII of the Act, to recommend the amount of
expenditure to be incurred on the activities and to monitor the CSR policy of the Company
from time to time. The Company has developed and implemented a CSR Policy containing
projects and programs, which is available on Company's website at
https://www.vaibhavglobal.com/code-policies.

Your Company has spent a sum of Rs.205.55 lacs under CSR activities during the year. A
report on CSR activities, i.e. initiatives taken during the year, in the prescribed format
as required under section 134(3)(o) read with section 135, inter- alia, contains
composition of the CSR committee is annexed herewith as Annexure 2, which forms a
part of this Report. The other initiatives undertaken by the Company and its subsidiaries
for the help of the community, over and above the statutory requirements, are highlighted
under ‘CSR Activities' section of the Management Discussion and Analysis Report.


AWARDS AND RECOGNITIONS


During the year under review, your Company has received the following awards and
certifications:

1. Conferred with ‘Certificate of Recognition' by the Institute of Company
Secretaries of India for CSR Excellence under Small & Emerging Category.

2. Recognized with ‘India Risk Management Award' under ‘Manufacturing Sector'
by ICICI Lombard and CNBC-TV 18. The award is presented annually to organizations
demonstrating high standards of risk management practices.

3. Awarded with ‘Diplomatist Business Award' in digital retailer of fashion
jewelry and lifestyle products by Diplomatist Magazine.

4. Mr. Sunil Agrawal, Managing Director was recognized as ‘Business Leader of the
Community for 2023' by Indian Diamond and Colorstone Association (IDCA).

5. Featured as ‘Best Company to Work for 2022' by Silicon India for a transparent
and enterprising work culture.

6. Ranked amongst top 125 companies in India by Economic Times & Statista and was
conferred with ‘India's Growth Champion 2022' award for achieving one of the highest
percentage revenue growth between 2019 and 2022.

7. Certified as ‘India's Top 50 Best Workplaces™ in India 2023' by Great
Place To Work? under manufacturing category.


DEPOSITS


During the year under review, your Company has not accepted any deposit within the
meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits)
Rule, 2014. There are no outstanding deposits as on 31 March 2023.


PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT


The details of loans, guarantees and investments covered under the provisions of
Section 186 of the Act, are given in the respective notes to the standalone financial
statements of the Company.


RELATED PARTY TRANSACTIONS


All related party transactions that were entered into during the financial year were on
arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the SEBI (LODR) Regulations. There are no material
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons and their relatives which may have a
potential conflict with the interest of the Company at large. Particulars of contracts or
arrangements with related parties referred to Section 188(1) of the Act, in the prescribed
form AOC-2 is annexed herewith as Annexure 3.

All related party transactions are placed before the Audit Committee and the Board of
Directors for their review and approval. Prior omnibus approval of the Audit Committee is
obtained on annual basis for the transactions which are planned/repetitive in nature and
omnibus approvals are taken as per the policy laid down for unforeseen transactions.
Related party transactions entered into pursuant to the omnibus approval so granted are
placed before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions etc. of the transactions. During the year, the
Board has amended the policy on the related party transactions and a policy on material
subsidiaries. The updated policies are available on the Company's website at
https://www.vaibhavglobal.com/code-policies


INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY


The internal control framework is designed to ensure proper safeguarding of assets,
maintaining proper accounting records and providing reliable financial information and
other data. This system is supplemented by internal audit, reviews by the management and
documented policies, guidelines and procedures. The Company has a well-defined
organisational structure, authority levels, internal rules and guidelines for conducting
business transactions. The Company intends to undertake further measures as necessary in
line with its intent to adhere to the procedures, guidelines and regulations, as
applicable, in transparent manner.

During the year under review, Deloitte Touche Tohmatsu India LLP was engaged as
Internal Auditors of the Company. They carried out the internal audit of the Company's
operations and reported its findings to the Audit Committee. Internal auditors also
evaluated the functioning and quality of internal controls and provided assurance of its
adequacy and effectiveness through periodic reporting. Internal audit was carried out as
per risk-based internal audit plan, which was reviewed by the Audit Committee of the
Company. The Audit Committee periodically reviewed the findings and suggestions for
improvement and was apprised of the implementation status in respect of the actionable
items. For more details, please refer ‘Internal Controls and their Adequacy' section
of the Management Discussion and Analysis Report, a part of this Report.


RISK MANAGEMENT


The Company has in place a Risk Management framework to identify, evaluate and monitor
business risks and challenges across the Company, that seek to minimise the adverse impact
on business objectives and capitalise on opportunities. The Company's success as an
organisation largely depends on its ability to identify such opportunities and leverage
them while mitigating the risks that arise while conducting its business. The Company has
also framed, developed and implemented a Risk Management Policy to identify the various
business risks. This framework seeks to create transparency, minimise adverse impact on
business objectives and enhance the Company's competitive advantage. The risk management
policy defines the risk management approach across the enterprise at various levels,
including documentation and reporting. The risk management committee monitor and review
the risk management plan and to perform functions as defined under the Act and SEBI (LODR)
Regulations. During the year, the committee inter-alia reviewed and amended the risk
management policy of the Company. The updated policy is available at the website of the
Company. For more details, please refer ‘Risk Management' section of the Management
Discussion and Analysis Report, a part of this Report.


AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors


Pursuant to Section 139 of the Act, the shareholders at 33rd Annual General
Meeting (AGM) has reappointed M/s B S R & Co. LLP, Chartered Accountants as Statutory
Auditors of the Company for the second term of five years commencing from 1 April 2022 to
31 March 2027 and they shall hold office from the conclusion of 33rd AGM till
the conclusion of 38th AGM of the Company.

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number
101248W/W-100022), statutory auditors of the Company, have submitted Auditors' Reports on
the financial statements (standalone and consolidated) of the Company for the financial
year ended 31 March 2023, which forms a part of this Annual Report. The Reports on
standalone and consolidated financials does not contain any qualification, reservation,
adverse remark or disclaimer. Information referred to in the Auditors' Reports are
self-explanatory and do not call for any further comments.


B. Secretarial Auditors


In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s Vinod Kothari & Company, Practicing Company
Secretaries, have been reappointed as Secretarial Auditors of the Company to conduct the
secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit
Report for the financial year 2022-23 is attached herewith as Annexure 4. There has
been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report. Information referred to in the Secretarial Auditors' Report are
self-explanatory and do not call for any further comments.


Annual Secretarial Compliance Report


A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR)
Regulations, for the financial year 2022-23 on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder, shall be obtained from M/s Vinod
Kothari & Company, Practicing Company Secretaries and shall be placed on the website
of the Company and Stock Exchanges.

The unlisted Indian subsidiaries does not fall under the criteria of secretarial audit
as prescribed under Section 204 of the Act and Regulation 24A of the SEBI (LODR)
Regulations.


C. Cost Audit


Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Act is not applicable to the Company.


REPORTING OF FRAUDS BY AUDITORS


During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.


INVESTOR RELATIONS


Your Company interacted with Indian and overseas investors and analysts through
one-on-one meetings, conference call and regular quarterly meetings during the year.
Earnings call transcripts/recording of the meeting on quarterly/event- based meetings are
posted on the website of the Company.


PREVENTION OF INSIDER TRADING


In compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 (‘SEBI (PIT) Regulations'), the Board has adopted
a code of conduct to regulate, monitor and report trading by Designated Persons to
preserve the confidentiality of price sensitive information, to prevent misuse thereof and
regulate trading by designated persons. It prohibits the dealing in the Company's shares
by the promoters, promoter group, directors, designated persons and their immediate
relatives, and connected persons, while in possession of unpublished price sensitive
information in relation to the Company and during the period(s) when the Trading Window,
to deal in the Company's shares, is closed. Pursuant to the above, the Company has put in
place adequate and effective system of internal controls to ensure compliance with the
requirements of the SEBI (PIT) Regulations. The code is available on the Company's website
at https://www.vaibhavglobal. com/code-policies

The Board of Directors have also formulated a code of practices and procedures for fair
disclosure of unpublished price sensitive information containing policy for determination
of ‘legitimate purposes' as a part of this Code, which is available on the Company's
website at https://www. vaibhavglobal.com/code-policies


PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE


Your Company is fully committed to uphold and maintain the dignity of women working in
the Company. The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on prevention, prohibition, and redressal of sexual harassment at
workplace as per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. In line
with the same, the Company has formulated an Anti-Sexual Harassment Policy
(‘Policy'). All employees (permanent, contractual, temporary and trainees) are
covered under this policy. An Internal Complaints Committee (ICC) constituted under the
policy is responsible for redressal of complaints related to sexual harassment at the
workplace. The policy is available on the Company's website at
https://www.vaibhavglobal.com/code-policies. During the year under review, no complaint
was received by the ICC committee.


VIGIL MECHANISM / WHISTLE BLOWER POLICY


The Company has established a Vigil Mechanism/Whistle Blower Policy (‘Policy') to
deal with instances of fraud and mismanagement, if any. The policy has a systematic
mechanism for directors and employees to report concerns about unethical behaviour, actual
or suspected fraud or violation of the Company's code of conduct or policy. The policy is
available on the Company's website at https:// www.vaibhavglobal.com/code-policies. During
the year under review, the Company has not received any complaint under this policy.


TRADE RELATIONS


The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The Directors wish to place on record their appreciation for the valuable
contribution made by the employees of the Company.


PARTICULAR OF EMPLOYEES


The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in Annexure 5.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate exhibit, forming part of this report, available on the website of
the Company at https://www. vaibhavglobal.com/shareholder_communication/agm-
egm-postalballot.


ANNUAL RETURN


Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management
& Administration) Rules, 2014, the annual return in the prescribed form is available
on the website of the Company at https://www.vaibhavglobal.com/
shareholder_communication/agm-egm-postalballot.


CORPORATE GOVERNANCE REPORT


A report on Corporate Governance and Certificate from the Company Secretary in Practice
confirming compliance of conditions, as stipulated under SEBI (LODR) Regulations, forms an
integral part of this Annual Report. The Managing Director of the Company has confirmed
and declared that all the members of the Board and the senior management personnel have
affirmed compliance with the code of conduct.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT


The Management Discussion and Analysis Report of the financial conditions and results
of operations of the Company for the year under review, as required under regulation 34(2)
(e) of SEBI (LODR) Regulations, is being given separately and forms a part of this annual
report.


BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT


The importance of ESG, which stands for Environmental, Social and Governance, has been
so far increased globally that almost all businesses have begun to integrate it into their
operations and business strategies. Over the years, your Company has adopted ESG framework
in the organisation through its mission, strategy, goals, values etc and believes in
communicating its ESG performance in a transparent manner. In addition to statutory
requirement for publishing Business Responsibility Report, your Company had also published
its maiden Interim ESG Report for H1 and Annual ESG Report for financial year 2021-22 and
is publishing Annual ESG Report for 2022-23.

We are proud to publish our 1st Business Responsibility and Sustainability
Report ("BRSR") describing the initiatives taken by the Company from an
environmental, social and governance perspective, in a specified format which forms a part
of this Annual Report. The said report is also available on the website of the Company.

The Company has BRSR Policy, aligned with the nine principles of the National
Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs,
Government of India, which is also available on the website of the Company.


SECRETARIAL STANDARDS


The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (‘ICSI') and that such systems were adequate and operating
effectively and the Company has complied with all applicable Secretarial Standards during
the year under review.


LISTING OF SHARES


The shares of the Company are listed on BSE Limited and National Stock Exchange of
India Limited and the listing fee for the year 2023-24 has been duly paid.


DIRECTORS' RESPONSIBILITY STATEMENT


The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5) of the Act, in preparation of
annual accounts for the financial year ended 31 March 2023 and state that:

a) in the preparation of the annual accounts for the financial year ended 31 March
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31 March 2023 and profit of the
Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls have been laid down which are adequate and were
operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.


UNCLAIMED DIVIDEND


Section 124 of the Act read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), mandates that the
companies to transfer the amount of dividend, which remained unclaimed for a period of
seven years from the unpaid dividend account to the Investor Education and Protection Fund
(IEPF). Further, the Rules also mandate that the share on which dividend has not been paid
or claimed for seven consecutive years or more be transferred to the IEPF.


The detail of unclaimed dividends and their corresponding shares would become eligible
for transfer to IEPF on the dates mentioned below:



  

    
Divided for the Year
    
Type of Dividend
    
Dividend per share (Rs.)
    
Date of declaration
    
Due date of transfer to IEPF
    
Unclaimed dividend as on 31 March 2023 (Rs.)
    
Face Value of share on which dividend declared (Rs.)
  
  

    
2018-19
    
Interim dividend
    
5.00
    
29 October 2018
    
5 December 2025
    
50,145.00
    
10.00
  
  

    
2018-19
    
Final dividend
    
5.00
    
30 July 2019
    
31 August 2026
    
54,895.00
    
10.00
  
  

    
2019-20
    
Interim dividend
    
7.00
    
29 January 2020
    
3 March 2027
    
61,551.52
    
10.00
  
  

    
2019-20
    
Special Interim dividend
    
19.74
    
19 March 2020
    
25 May 2027
    
2,38,301.28
    
10.00
  
  

    
2019-20
    
Final dividend
    
7.00
    
30 July 2020
    
5 September 2027
    
57,711.00
    
10.00
  
  

    
2020-21
    
1st interim dividend
    
5.00
    
30 July 2020
    
4 September 2027
    
43,240.00
    
10.00
  
  

    
2020-21
    
2nd interim dividend
    
5.00
    
29 October 2020
    
3 December 2027
    
38,489.00
    
10.00
  
  

    
2020-21
    
3rd interim dividend
    
7.50
    
29 January 2021
    
4 March 2028
    
63,034.50
    
10.00
  
  

    
2020-21
    
Final dividend
    
1.50
    
29 July 2021
    
1 September 2028
    
78,766.00
    
2.00
  
  

    
2021-22
    
1st interim dividend
    
1.50
    
29 July 2021
    
3 September 2028
    
68,205.50
    
2.00
  
  

    
2021-22
    
2nd interim dividend
    
1.50
    
27 October 2021
    
30 November 2028
    
84,211.50
    
2.00
  
  

    
2021-22
    
3rd interim dividend
    
1.50
    
27 January 2022
    
7 March 2029
    
83,125.76
    
2.00
  
  

    
2021-22
    
Final dividend
    
1.50
    
2 August 2022
    
3 September 2029
    
1,17,121.82
    
2.00
  
  

    
2022-23
    
1st interim dividend
    
1.50
    
2 August 2022
    
3 September 2029
    
1,31,844.23
    
2.00
  
  

    
2022-23
    
2nd interim dividend
    
1.50
    
27 October 2022
    
28 November 2029
    
1,02,058.90
    
2.00
  
  

    
2022-23
    
3rd interim dividend
    
1.50
    
24 January 2023
    
26 February 2030
    
79,756.97*
    
2.00
  


^unclaimed as on 17 May 2023. The Company has issued demand draft to the shareholders,
whose banking detail were not updated. The said amount shall be adjusted accordingly for
demand drafts which will remain uncashed, if any, after completion of three months from
its issue date.

Shareholders may note that both the unclaimed dividend and corresponding shares, which
have been transferred to IEPF in previous financial years, including all benefits arising
on such shares, can be claimed from IEPF as per the procedure provided under the
applicable provisions of the Companies Act, 2013. The Company sends periodic intimation to
shareholders, advising them to lodge their claims with respect to unclaimed dividend.

Mr. Sushil Sharma, Company Secretary, has been appointed as nodal officer to ensure
compliance with the IEPF Rules. The contact details of nodal officer and detail of unpaid/
unclaimed dividend are available on the website of the Company, i.e.
https://www.vaibhavglobal.com/dividend.


OTHER DISCLOSURES


During the financial year under review:

1. There are no significant and material orders passed by the regulators or courts or
tribunals which would impact the going concern status of the Company;

2. There are no material/significant changes occurred between the end of the financial
year 2022-23 and the date of this report which may impact the financial position of the
Company;

3. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their
status as at the end of the financial year is not applicable; and

4. The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.


ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO


The disclosures to be made under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 are as under:


A. Conservation of energy


The operations of the Company are not energy intensive. However, the Company always
focuses on conservation of energy, wherever possible. The Company is making continuous
efforts to conserve energy by adopting innovative measures to reduce wastage and optimise
consumption. Some of the specific measures undertaken are:

(i) Steps taken by the Company for utilising alternate sources of energy:


• Renewable Energy


During the year, the Company has generated 47.67 lacs KWh electricity through renewable
energy. The Company's total solar capacity is 3.23 MW. The Company is addressing 100%
power requirements of its two major manufacturing units of Jaipur through renewable
energy.


• Electrical Vehicle


Towards reduction of carbon footprint, the Company has distributed 100 electric
scooters, during the year, to its employees for their commute. The Company has distributed
184 electric scooters in total, including this year's distribution, for employees'
commute. The Company is using one electric car for its routine transportation.


• Green Building


Our manufacturing unit at the Special Economic Zone (SEZ) in Jaipur, Rajasthan, is a
LEED Platinum certified building.


• Water Management


We have rainwater harvesting structures of 6100 KL of water across all units of the
Company. The Company recycle 48 KL per day, equivalent to ~17,500 KL annually through its
ETP/STP plant. Our mission is to conserve water through rainwater harvesting to replenish
depleting groundwater table and to provide clean drinking water. There are underground
tanks at our manufacturing units with a total capacity to hold 500 KL rain water.


• Bio-diversity


We have accelerated efforts to enhance the green coverage at our plants and
surroundings. During the year, we planted ~1400 trees, taking our cumulative plantation to
over 7,000 trees. In order to promote biodiversity in Rajasthan, we initiated a multilayer
plantation akin to forest in the rural areas and planted 28,000 saplings in two acres of
land for Miyawaki forest.

These initiatives are in align with our vision to become Carbon Neutral in Scope 1 and
Scope 2 GHG emissions by 2031 & pursuing to become Carbon Neutral in Scope 3 GHG
emissions.


(ii) Capital investment on energy conservation equipment:


During the year, your Company has incurred Rs.45 lacs to procure electric vehicles.


B. Technology Absorption


(i) The efforts made towards technology absorption:



Your Company possesses an in-house research and development team, which is continuously
working towards more efficient jewellery production, improved processes and better
designs. Your Company constantly strives for the latest technology for its manufacturing
processes. Towards technology and process upgradation in different segments, the Company
has installed following technologies during the year:

a) SISMA LM-D180 Laser welding - The machine is used specially for laser welding
process in Platinum, Silver and Gold metal.

b) Gold fiber laser cutting machine SW-FLC- GOLD - The machine is used for laser
cutting and engraving process in Gold, Silver and Brass.

c) Electroplating Plant Walter Lemmen - Fully automatic system controlling the
timer, voltage, water quality and electrolytes level. Plating tanks are made with special
PP-N material.

d) Muffle furnace: The outer casing is made of mild steel sheet, and powder
coated. Heating element are made of KANTHAL A-1 wire and backed by high temperature
ceramic wool insulation, which avoids loss of energy.


(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution:


The steps taken towards technology absorption by the company helped to improve its
processes, product, save energy and reduce cost.


(iii) Imported technology: The Company has imported Electroplating Plant Walter
Lemmen, SISMA LM- D180 Laser welding and Gold fiber laser cutting machine, during the year
under review, which have been fully absorbed.


(iv) Expenditure incurred on Research and Development: Nil


C. Foreign Exchange Earnings and Outgo


The information on foreign exchange earnings and outgo during the year under review is
as under:


  

    
Sr. No. Particulars
    
Rs. in lacs
  
  

    
1. Foreign exchange earnings
    
56,429.60
  
  

    
2. Foreign exchange used
    
15,815.07
  



ACKNOWLEDGEMENT


Your Directors acknowledge with gratitude and wish to place on record its appreciation
for the dedication and commitment of the Company's employees at all levels which has
continued to be our major strength. We also take this opportunity to express our deep
sense of gratitude to all government and non-government agencies, bankers and vendors for
their continued support and look forward to have the same in the future too. We also
express gratitude to shareholders for reposing their unstinted trust and confidence in the
management of the Company.

We wish and pray for all to stay safe, healthy, and Happy!


  

    
For and on behalf of the Board of Directors 
    

  
  

    

    
Harsh Bahadur
  
  

    

    
Chairman
  
  

    

    
DIN:00724826
  
  

    
Place: Delhi
    

  
  

    
Date: 17 May 2023